Core Viewpoint - The company has successfully transformed from a significant loss of 1.8 billion to a profit of 970 million, with a drastic reduction in debt ratio from 99% to 48%, showcasing a remarkable turnaround in its financial health and strategic direction [1][2]. Financial Performance - The company reported a net profit attributable to shareholders of 970 million, a significant recovery from a loss of 1.028 billion in the same period last year [1]. - The debt-to-asset ratio decreased from 99% at the end of 2024 to 48% in 2025, and the interest-bearing debt ratio fell from 45% to just 7% [1]. - The net assets increased 30 times to 3.05 billion compared to the beginning of the year [1]. Debt Restructuring - The company achieved a debt restructuring income of 1.4 billion, which played a crucial role in reversing its financial decline [2]. - On May 7, 2025, the company completed a debt-to-equity swap plan with a high approval rate of 98.33%, becoming the first domestic property company to clear its offshore US dollar debt [2]. - The restructuring involved proactive negotiations with investors, emphasizing a long-term cooperative approach rather than a one-sided debt restructuring [2][3]. Strategic Shift - The new issuance of mandatory convertible bonds at a price of 5.5 HKD per share will convert into company shares, effectively transforming rigid debt into potential equity, thus reducing liabilities while increasing shareholder equity [3]. - The company is now focusing on new business acquisitions, particularly in the AI computing power sector, marking a strategic shift from traditional logistics to a more technology-driven model [3].

Core Viewpoint - The company has successfully transformed from a loss of 1.8 billion to a profit of 970 million, with a significant reduction in debt ratio from 99% to 48%, showcasing a remarkable turnaround in its financial health and strategic direction [1][2]. Financial Performance - The net profit attributable to shareholders surged from a loss of 1.028 billion in 2024 to a profit of 970 million in the first half of 2025 [1]. - The asset-liability ratio decreased from 99% at the end of 2024 to 48% [1]. - The interest-bearing debt ratio fell from 45% at the end of 2024 to just 7% [1]. - Net assets increased 30-fold to 3.05 billion [1]. Debt Restructuring - The company reported a debt restructuring income of 1.4 billion, which played a crucial role in reversing its financial decline [2]. - On May 7, 2025, the company completed a debt-to-equity swap plan with a high approval rate of 98.33%, effectively clearing its offshore US dollar debt [2]. - The restructuring involved proactive negotiations with investors, emphasizing a long-term cooperative approach [2]. Strategic Shift - The new issuance of mandatory convertible bonds at a price of 5.5 HKD per share will convert into company shares, transforming rigid debt into potential equity [3]. - The high approval rate from US dollar bondholders indicates their trust in the company's new strategic direction and management team [3]. - Following the debt relief, the company has initiated new business acquisitions, particularly in the AI computing power sector, marking a shift from traditional logistics to a more technology-driven model [3].

Performance Highlights - The company reported a revenue of 2.23 billion RMB and a significant turnaround in net profit, achieving a profit of 9.7 million RMB in 1H2025 compared to a loss of 10.3 million RMB in 1H2024 [3][4]. Debt Restructuring - The company successfully resolved its offshore dollar debt with a high approval rate of 98.33% for the debt restructuring plan, amounting to approximately 4.39 million USD (32.54 billion RMB) [4]. Financial Health - The total debt structure is healthy, with total assets of 58.6 billion RMB and total liabilities of 28.0 billion RMB, resulting in an asset-liability ratio of 7% and a debt ratio of 48% [5]. - The company reported a staggering increase in net assets by 2980% and a 492.7% increase in interest-bearing debt [5]. Asset Quality - The company possesses ample quality assets, including over 2000 acres of undeveloped land [9]. Future Outlook - The company aims to leverage technology to introduce new productive forces, driving development through a dual approach of quality assets and technology [10][12].

Group 1 - The company reported a revenue of RMB 228 million and a net profit attributable to shareholders of RMB 969 million for the six months ending June 30, 2025, marking a turnaround from losses in the previous year, with earnings per share at 119 cents [1] - The real estate market in China showed signs of recovery due to strong government support, but the growth momentum remains weak, prompting the company to implement measures such as increasing sales and collections, asset disposals, and strict cost control to improve its financial situation [1] - The company actively managed its debt in response to liquidity pressures, successfully converting approximately USD 439 million of offshore dollar bonds, with a high consent rate of 98.33% from bondholders for the modification of terms [1] Group 2 - The company's actions are seen as crucial for sustainable development, significantly optimizing its asset-liability structure and improving cash flow, thereby reducing debt and preparing for transformation and upgrading [2] - The trust and confidence of long-term institutional investors and foreign creditors in the company's new strategic direction and business prospects are highlighted [2] - The company aims to enhance operational efficiency of quality assets, introduce new productive businesses through innovative technologies, and diversify its business matrix to strengthen market competitiveness and create greater value for shareholders [2]

[Company Information and Announcement Statement](index=1&type=section&id=Company%20Information%20and%20Announcement%20Statement) This section provides an overview of the company's interim results announcement, including its name, stock code, and review status [Company Overview](index=1&type=section&id=Company%20Overview) Guangdong-Hong Kong Greater Bay Area Holdings Limited (Stock Code: 1396) announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025, which were reviewed by the Board Audit Committee and external auditor - Company Name: GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED (粵港灣控股有限公司)[3](index=3&type=chunk) - Stock Code: **1396**[3](index=3&type=chunk) - Announcement Type: Interim Results Announcement for the six months ended June 30, 2025[3](index=3&type=chunk) - Review Status: The unaudited condensed consolidated interim results were reviewed by the Board Audit Committee and external auditor[4](index=4&type=chunk) [Financial Statements](index=2&type=section&id=Financial%20Statements) This section presents the Group's condensed consolidated financial statements, highlighting significant changes in profit/loss, financial position, and key financial metrics [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group achieved a profit of **RMB 951,678 thousand** for the period, a significant turnaround from a loss of **RMB 1,027,825 thousand** in the prior year, with basic earnings per share of **RMB 119.0 cents** compared to a loss of **RMB 218.6 cents** previously Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 228,252 | 861,703 | | Cost of sales | (499,082) | (1,225,972) | | Negative gross profit | (270,830) | (364,269) | | Other net income | 1,412,451 | 1,759 | | Selling and distribution costs | (3,311) | (38,484) | | Administrative expenses | (34,891) | (44,465) | | Impairment losses on financial assets measured at amortized cost | (16,447) | (477,461) | | Fair value loss on investment properties | (19,100) | (41,785) | | Profit/(Loss) before tax | 1,044,870 | (1,027,236) | | Income tax expense | (93,192) | (589) | | Profit/(Loss) for the period | 951,678 | (1,027,825) | | Profit/(Loss) attributable to owners of the Company | 968,509 | (1,028,298) | | Profit/(Loss) attributable to non-controlling interests | (16,831) | 473 | | Basic and diluted earnings/(loss) per share (RMB cents) | 119.0 | (218.6) | - Total comprehensive income for the period was **RMB 930,136 thousand**, compared to a loss of **RMB 1,038,892 thousand** in the prior period, primarily due to exchange differences[6](index=6&type=chunk) [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets less current liabilities decreased to **RMB 3,252,492 thousand** from **RMB 4,854,693 thousand** at December 31, 2024, while net assets significantly increased to **RMB 3,054,883 thousand**, primarily due to a substantial growth in reserves reflecting the positive impact of debt restructuring Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 2,395 | 2,267 | | Investment properties | 944,700 | 1,307,232 | | Intangible assets | 2,127 | 6,506 | | Deferred tax assets | 161,507 | 315,375 | | Total non-current assets | 1,110,729 | 1,636,082 | | **Current assets** | | | | Inventories and other contract costs | 3,540,115 | 8,146,891 | | Trade and other receivables | 689,127 | 2,028,481 | | Cash and cash equivalents | 54,924 | 13,057 | | Total current assets | 4,748,967 | 11,021,786 | | **Current liabilities** | | | | Trade and other payables | 1,000,078 | 2,928,501 | | Contract liabilities | 927,029 | 3,042,758 | | Bank loans and other borrowings | 158,423 | 890,076 | | Senior notes | 113,113 | 113,584 | | Total current liabilities | 2,607,204 | 7,803,175 | | **Non-current liabilities** | | | | Bank loans and other borrowings | 153,230 | 1,470,508 | | Senior notes | – | 3,253,866 | | Total non-current liabilities | 197,609 | 4,754,486 | | **Equity** | | | | Net assets | 3,054,883 | 100,207 | | Total equity attributable to owners of the Company | 3,054,883 | 389,126 | | Non-controlling interests | – | (288,919) | | Total equity | 3,054,883 | 100,207 | - Net current assets decreased from **RMB 3,218,611 thousand** as of December 31, 2024, to **RMB 2,141,763 thousand** as of June 30, 2025[8](index=8&type=chunk) [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes to the financial statements, covering company information, accounting policies, revenue breakdown, tax details, and specific financial instrument disclosures [Company Information and Basis of Preparation](index=6&type=section&id=Company%20Information%20and%20Basis%20of%20Preparation) This section outlines the company's basic information, the basis for financial statement preparation, and details the material uncertainties related to going concern, along with management's strategies to address them, including debt restructuring, shareholder support, and asset disposal plans - The Company was listed on the Main Board of the Hong Kong Stock Exchange on October 31, 2013, formerly known as E-House (China) Holdings Limited, and renamed Guangdong-Hong Kong Greater Bay Area Holdings Limited on July 14, 2020[9](index=9&type=chunk) - The financial statements are prepared in accordance with the Listing Rules of the Hong Kong Stock Exchange and International Accounting Standard 34, and were authorized for issue on August 27, 2025[10](index=10&type=chunk) - Material uncertainty related to going concern: As of June 30, 2025, current bank loans and other borrowings amounted to **RMB 158,423 thousand**, October 2023 Senior Notes were **RMB 113,113 thousand**, while cash and cash equivalents were only **RMB 54,924 thousand**[12](index=12&type=chunk) - Failure to repay principal and interest on certain October 2023 Senior Notes (approximately **USD 15,801,000** and **USD 6,565,000**) may lead to an event of default[12](index=12&type=chunk) - Management's countermeasures include: successfully completing the consent solicitation for the 2029 Senior Notes, waiving interest and issuing mandatory convertible bonds for redemption, significantly writing off debt, and optimizing the asset and liability structure[13](index=13&type=chunk)[14](index=14&type=chunk) - Management's countermeasures include: maintaining good relationships with banks to extend and renew loans, obtaining continuous financial support from controlling shareholders, accelerating sales of completed properties held for sale, and considering pledging properties held for sale and investment properties to obtain new financing[14](index=14&type=chunk)[16](index=16&type=chunk) [Application of Amendments to International Financial Reporting Standards](index=9&type=section&id=Application%20of%20Amendments%20to%20International%20Financial%20Reporting%20Standards) The Group first applied amendments to International Financial Reporting Standards issued by the IASB, but these amendments had no significant impact on the results and financial position for the current or prior periods - First application of amendments to International Accounting Standard 21: Lack of Exchangeability[17](index=17&type=chunk) - The new amendments had no significant impact on the preparation and presentation of these interim financial statements[17](index=17&type=chunk) [Revenue and Segment Reporting](index=9&type=section&id=Revenue%20and%20Segment%20Reporting) The Group's principal business involves the development, sale, and operation of residential properties in mainland China, with total revenue for the six months ended June 30, 2025, significantly decreasing by **73.5%** to **RMB 228,252 thousand**, primarily due to reduced property sales revenue - Principal business: Development, sale, and operation of residential properties in mainland China[18](index=18&type=chunk) - Revenue sources: Property sales revenue, property management services income, and rental income[19](index=19&type=chunk) Revenue by Major Product or Service Type (For the six months ended June 30) | Revenue Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Property sales | 225,185 | 845,819 | | Property management services | 1,304 | 3,509 | | Rental income | 1,763 | 12,375 | | **Total revenue** | **228,252** | **861,703** | [Components of Profit/Loss Before Tax](index=10&type=section&id=Components%20of%20Profit%2FLoss%20Before%20Tax) This section details the financial income, finance costs, depreciation, amortization, and impairment losses affecting profit/loss before tax, notably a significant year-on-year decrease in finance costs and an increase in provision for impairment of inventories Financial Income and Finance Costs (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank interest income | (48) | (3,728) | | Interest on bank loans and other borrowings | 15,192 | 73,539 | | Interest on senior notes | 7,854 | 32,744 | | Total finance costs | 23,050 | 65,985 | | Interest expenses capitalized into properties under development | (7,854) | (65,106) | | Net exchange loss | 6,070 | 24,624 | - Bank borrowing costs were capitalized at a weighted average annual interest rate of approximately **5.45%** (2024: approximately **5.95%**)[21](index=21&type=chunk) Depreciation, Amortization, and Impairment Losses (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Total depreciation and amortization | 4,068 | 2,671 | | Impairment losses on trade and other receivables | 16,447 | 477,461 | | Cost of inventories sold (property costs) | 190,308 | 1,018,139 | | Provision for impairment of inventories | 308,757 | 205,472 | | Total cost of inventories sold | 499,065 | 1,224,455 | [Income Tax](index=11&type=section&id=Income%20Tax) The Group's income tax expense for the first half of 2025 was **RMB 93,192 thousand**, primarily comprising China Land Appreciation Tax and changes in deferred tax, with China corporate income tax at **25%** and Land Appreciation Tax at a progressive rate of **30% to 60%** Income Tax in the Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Tax Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China corporate income tax | 1,430 | 330 | | China Land Appreciation Tax | 10,613 | 87,127 | | Deferred tax (temporary differences) | 81,149 | (86,868) | | **Total income tax expense** | **93,192** | **589** | - Chinese subsidiaries are subject to corporate income tax at a statutory rate of **25%** on their assessable profits[24](index=24&type=chunk) - China Land Appreciation Tax is levied at progressive rates from **30% to 60%** on the appreciation of land value, with some subsidiaries assessed at **6% to 8%** of revenue[25](index=25&type=chunk) - The Group is not subject to income tax in the Cayman Islands and no provision for profits tax is required in Hong Kong[27](index=27&type=chunk) [Earnings/Loss Per Share](index=12&type=section&id=Earnings%2FLoss%20Per%20Share) For the six months ended June 30, 2025, profit attributable to owners of the Company was **RMB 968,509 thousand**, with basic earnings per share of **RMB 119.0 cents**, a significant improvement from a loss of **RMB 218.6 cents** per share in the prior period, and diluted earnings per share were the same due to the anti-dilutive effect of share options Earnings/Loss Per Share (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit/(Loss) attributable to owners of the Company | 968,509 | (1,028,298) | | Weighted average number of ordinary shares (thousand shares) | 814,104 | 470,360 | | Basic earnings/(loss) per share (RMB cents) | 119.0 | (218.6) | - Diluted earnings/(loss) per share were the same as basic earnings/(loss) per share due to the anti-dilutive effect of share options[26](index=26&type=chunk) [Trade and Other Receivables/Payables](index=13&type=section&id=Trade%20and%20Other%20Receivables%2FPayables) As of June 30, 2025, the Group's total trade and other receivables significantly decreased to **RMB 689,127 thousand** from **RMB 2,028,481 thousand** at December 31, 2024, and total trade and other payables also decreased from **RMB 2,928,501 thousand** to **RMB 1,000,078 thousand**, reflecting improved working capital management Trade and Other Receivables (As of June 30) | Indicator | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables and bills receivable net of loss allowance | 72,001 | 64,227 | | Other receivables net of loss allowance | 165,607 | 495,154 | | Prepayments for sales-related taxes and other taxes | 37,062 | 157,036 | | Deposits and prepayments | 414,457 | 1,312,064 | | **Total** | **689,127** | **2,028,481** | Trade and Other Payables (As of June 30) | Indicator | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Trade payables and bills payable | 565,854 | 1,538,102 | | Other payables and accrued expenses | 217,274 | 1,076,488 | | Deposits | 90,306 | 189,950 | | Advances received | 64,405 | 69,329 | | Interest payable on senior notes | 62,239 | 54,632 | | **Total** | **1,000,078** | **2,928,501** | [Senior Notes](index=14&type=section&id=Senior%20Notes) The Group successfully redeemed new notes with a principal amount of **USD 439.1 million** by issuing mandatory convertible bonds and waived unpaid interest, significantly optimizing its debt structure, though some October 2023 Senior Notes remain unpaid due to uncontactable holders, posing a default risk Senior Notes (As of June 30) | Type | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Current: USD 15.8 million Senior Notes due 2023 | 113,113 | 113,584 | | Non-current: USD 439.1 million New Notes due 2029 | – | 3,253,866 | | **Total** | **113,113** | **3,367,450** | - The Company completed an exchange offer in April 2023, issuing new notes with a principal amount of **USD 413,578,609**, an annual interest rate of **7.0%**, and maturing on April 28, 2026[29](index=29&type=chunk) - As of June 30, 2025, approximately **USD 15,801,000** of the October 2023 Senior Notes' principal and interest remained unpaid due to uncontactable holders, potentially leading to a default[29](index=29&type=chunk) - In October 2023, the Company initiated a consent solicitation for the new notes, adjusting the outstanding principal to **USD 439,097,982**, reducing the annual interest rate to **4.5%**, and extending the maturity date to April 28, 2029[29](index=29&type=chunk) - From September 11, 2024, to April 25, 2025, the Company planned to redeem the new notes by issuing mandatory convertible bonds and waiving unpaid interest; on June 10, 2025, mandatory convertible bonds with a principal amount of approximately **USD 265,251,764** were issued, and the new notes were fully redeemed[30](index=30&type=chunk) [Extracts from Independent Auditor's Review Report](index=16&type=section&id=Extracts%20from%20Independent%20Auditor's%20Review%20Report) This section presents the independent auditor's review findings, confirming compliance with accounting standards while highlighting material uncertainties related to the Group's going concern [Conclusion](index=16&type=section&id=Conclusion) Based on the review, the independent auditor found no matters indicating that the interim condensed consolidated financial statements were not prepared, in all material respects, in accordance with International Accounting Standard 34 - The auditor found no matters indicating that the interim condensed consolidated financial statements were not prepared, in all material respects, in accordance with International Accounting Standard 34[31](index=31&type=chunk) [Material Uncertainty Related to Going Concern](index=16&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor highlighted material uncertainties regarding the Group's ability to continue as a going concern, stemming from insufficient liquidity, potential default risk due to unpaid senior notes, and challenging real estate market conditions with limited financing, despite management's efforts to improve liquidity - Insufficient liquidity: Current portion of bank loans and other borrowings amounted to **RMB 158,423 thousand**, October 2023 Senior Notes were **RMB 113,113 thousand**, while cash and cash equivalents were only **RMB 54,924 thousand**[32](index=32&type=chunk) - Default risk: Principal and interest on certain October 2023 Senior Notes remained unpaid, which may lead to an event of default and immediate repayment demands[32](index=32&type=chunk) - Market environment challenges: Unfavorable real estate market conditions and limited capital market financing sources may result in longer-than-expected time to realize cash and obtain external financing[32](index=32&type=chunk) - Management has taken various measures to improve liquidity and financial position, but material uncertainties still exist[32](index=32&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section offers management's perspective on the Group's performance, market environment, financial results, liquidity, and future strategic initiatives [Overall Performance and Future Outlook](index=17&type=section&id=Overall%20Performance%20and%20Future%20Outlook) In the first half of 2025, China's real estate market showed weak growth despite policy support, prompting the Group to actively respond by significantly optimizing its asset and liability structure through debt restructuring, improving cash flow, and planning to focus on asset optimization, enhancing operational capabilities, revitalizing existing assets, and introducing new quality productive forces businesses to drive business diversification - Market environment: China's real estate market showed some recovery in the first half of 2025 with policy support, but subsequent growth was weak[33](index=33&type=chunk) - Countermeasures: Increase sales and cash collection, promote asset sales, strictly control expenses, and proactively manage debt[33](index=33&type=chunk) - Debt restructuring: Successfully redeemed approximately **USD 439.1 million** of USD senior notes for interest-free mandatory convertible bonds with a principal of **USD 265.3 million**, significantly optimizing the asset and liability structure[34](index=34&type=chunk)[35](index=35&type=chunk) - Future outlook: Guided by a "long-term going concern" strategy, focusing on "ensuring completion, ensuring delivery, improving efficiency, and stable operations," the Group aims to optimize assets, enhance operational capabilities, revitalize existing assets, introduce new quality productive forces businesses, strengthen technology empowerment, and promote business diversification[36](index=36&type=chunk) [Financial Performance Analysis](index=18&type=section&id=Financial%20Performance%20Analysis) The Group's total revenue for the first half of 2025 significantly decreased year-on-year, primarily due to property delivery progress; despite improved cost of sales and negative gross profit, provision for impairment of inventories increased due to unfavorable real estate market conditions, while other income grew substantially from debt restructuring, and selling, administrative expenses, impairment losses, and finance costs all significantly decreased Key Financial Performance (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Year-on-year change | | :--- | :--- | :--- | :--- | | Total revenue | 228,300 | 861,700 | -73.5% | | Total cost of sales | 499,100 | 1,226,000 | -59.3% | | Negative gross profit | 270,800 | 364,300 | -25.7% | | Selling and administrative expenses | 38,200 | 82,900 | -53.9% | | Impairment losses | 16,400 | 477,500 | -96.6% | | Fair value loss on investment properties | 19,100 | 41,800 | -54.3% | | Finance costs | 23,100 | 66,000 | -65.0% | - Other income primarily arose from debt restructuring income generated by the redemption of senior notes with mandatory convertible bonds completed on June 10, 2025[39](index=39&type=chunk) - Cost of sales included a provision for impairment of inventories of approximately **RMB 308.8 million**, reflecting a decrease in average selling prices of properties due to the downturn in the real estate market[38](index=38&type=chunk) - Income tax expense was mainly due to Land Appreciation Tax arising from property sales and the reversal of deferred income tax assets[44](index=44&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's funding sources primarily include cash flow from operating activities, bank loans, and advances from controlling shareholders; as of June 30, 2025, cash balances decreased, but total borrowings significantly reduced, and the gearing ratio substantially improved, with the Company continuing to strengthen cash flow management, control costs, and seek external collaborations to support business development - Sources of funding: Cash flow from operating activities, bank loans and other borrowings, and advances from controlling shareholders[45](index=45&type=chunk) - Cash balance (including pledged and restricted funds) decreased from approximately **RMB 206.6 million** as of December 31, 2024, to approximately **RMB 127.1 million** as of June 30, 2025[46](index=46&type=chunk) Borrowings (As of June 30) | Borrowing Type | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Bank loans and other borrowings | 311,700 | 2,360,600 | | Senior notes | 113,100 | 3,367,500 | | **Total borrowings** | **424,766** | **5,728,034** | - Contingent liabilities: Guarantees for mortgage financing provided by domestic banks to customers amounted to approximately **RMB 628.2 million** (December 31, 2024: approximately **RMB 1,896.4 million**)[48](index=48&type=chunk) - Capital commitments: Contracted but not provided for in the financial statements for construction and development contracts amounted to **RMB 519,676 thousand** (December 31, 2024: **RMB 1,638,191 thousand**)[49](index=49&type=chunk) Key Financial Ratios (As of June 30) | Ratio | 2025/06/30 | 2024/12/31 | | :--- | :--- | :--- | | Current ratio | 1.82 | 1.41 | | Gearing ratio | 7.2% | 45.3% | - Foreign exchange risk: Business is primarily conducted in RMB, with no significant foreign exchange fluctuation risk, except for certain overseas bank deposits, interests in joint ventures, senior notes, and other borrowings denominated in foreign currencies[52](index=52&type=chunk) [Significant Acquisitions and Disposals](index=22&type=section&id=Significant%20Acquisitions%20and%20Disposals) During the period, the Group completed two significant disposals: the entire equity interest in Zhuoying Limited for **HKD 130 million** and the entire equity interest in Faith Channel Limited for **HKD 50 million**, with no other major acquisitions or disposals - On January 28, 2025, the entire equity interest in Zhuoying Limited was disposed of to an independent third party for a total consideration of **HKD 130 million**[53](index=53&type=chunk) - On April 25, 2025, the entire equity interest in Faith Channel Limited was disposed of to an independent third party for a total consideration of **HKD 50 million**[53](index=53&type=chunk) [Employees and Remuneration Policy](index=22&type=section&id=Employees%20and%20Remuneration%20Policy) The Group has established a comprehensive remuneration system covering basic salary, performance-based pay, short-term incentives, and medium-to-long-term incentives, along with a share option scheme to reward contributors; as of June 30, 2025, the Group's employee count decreased to **132** from **194** at December 31, 2024 - Remuneration system: Established a full value chain, diversified incentive mechanism, including basic salary, performance-based pay, short-term incentives, and medium-to-long-term incentives[54](index=54&type=chunk) - Share Option Scheme: Aims to provide incentives to eligible participants who contribute to the successful operation of the Group[54](index=54&type=chunk) - Employee count: **132** as of June 30, 2025 (December 31, 2024: **194**)[54](index=54&type=chunk) [Events After Reporting Period](index=22&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, on July 14, 2025, the Company entered into an agreement to acquire the entire issued share capital of a target company for **HKD 976,500,000**, payable through the allotment and issue of consideration shares, which constitutes a major transaction and may lead to a new controlling group, triggering a mandatory general offer obligation requiring a whitewash waiver - On July 14, 2025, the Company entered into an agreement to acquire the entire issued share capital of a target company for **HKD 976,500,000**[55](index=55&type=chunk) - The acquisition consideration will be satisfied by the allotment and issue of consideration shares at an issue price of **HKD 3.15** per share[55](index=55&type=chunk) - This acquisition constitutes a major transaction under Chapter 14 of the Listing Rules and may result in a new controlling group (China Guangdong-Hong Kong Greater Bay Area Holdings and the vendor collectively holding **64.47%** of voting rights), requiring a whitewash waiver to avoid a mandatory general offer[55](index=55&type=chunk)[56](index=56&type=chunk) [Corporate Governance and Other Information](index=23&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section details the Company's corporate governance practices, directors' securities transactions, share capital, share option scheme, and other relevant corporate information [Corporate Governance](index=23&type=section&id=Corporate%20Governance) The Company is committed to the highest standards of corporate governance, with the Board fully responsible for corporate governance and confirming compliance with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the period - The Company is committed to the highest standards of corporate governance, with the Board fully responsible for corporate governance[58](index=58&type=chunk) - All code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules were complied with during the period[58](index=58&type=chunk) [Directors' Securities Transactions](index=23&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance with this code during the period - The Company has adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct for directors' securities transactions[59](index=59&type=chunk) - All directors have confirmed compliance with the standards set out in the Model Code during the period[59](index=59&type=chunk) [Repurchase, Sale or Redemption of Listed Securities](index=24&type=section&id=Repurchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[60](index=60&type=chunk) [Senior Notes Restructuring Plan](index=24&type=section&id=Senior%20Notes%20Restructuring%20Plan) The Company successfully completed its senior notes restructuring, redeeming senior notes with a principal amount of **USD 439,097,982** by issuing mandatory convertible bonds and waiving unpaid interest, with **98.33%** of holders' consent, and the redemption and issuance were completed on June 10, 2025 - The Company sought consent from holders for the waiver of unpaid interest on senior notes and the issuance of mandatory convertible bonds to redeem the senior notes[61](index=61&type=chunk) - Consent was obtained from holders representing **98.33%** of the total outstanding principal amount of the senior notes[62](index=62&type=chunk) - The redemption of senior notes and the issuance of mandatory convertible bonds with a principal amount of approximately **USD 265,251,764** were completed on June 10, 2025[62](index=62&type=chunk) - Assuming full conversion of the convertible bonds at a conversion price of **HKD 5.50** per share, a maximum of **376,175,227** convertible bond conversion shares will be issued, representing approximately **46.21%** of the total issued share capital as of April 25, 2025[63](index=63&type=chunk) [Share Capital](index=25&type=section&id=Share%20Capital) As of June 30, 2025, the Company's total issued share capital was **HKD 81,410,310.00**, comprising **814,103,100** shares with a par value of **HKD 0.10** each, all fully paid and ranking pari passu - As of June 30, 2025, the total issued share capital was **HKD 81,410,310.00**[64](index=64&type=chunk) - Comprising **814,103,100** shares with a par value of **HKD 0.10** each[64](index=64&type=chunk) [Share Option Scheme](index=25&type=section&id=Share%20Option%20Scheme) The Company approved and adopted a share option scheme on May 30, 2019, to reward employees and directors contributing to the Group through the grant of share options; as of June 30, 2025, the total number of outstanding share options under the scheme was **1,282,500**, representing approximately **0.16%** of the issued shares - The Share Option Scheme was approved and adopted on May 30, 2019, aiming to encourage and reward employees and directors of member companies who contribute to the Group[65](index=65&type=chunk) - The Share Option Scheme remains valid for **ten years** from May 30, 2019[65](index=65&type=chunk) - As of June 30, 2025, the total number of outstanding share options under the Share Option Scheme was **1,282,500**, representing approximately **0.16%** of the Company's issued shares[67](index=67&type=chunk) - Mr. He Fei's **1,282,500** share options lapsed after July 1, 2025[67](index=67&type=chunk) [Interim Dividend](index=26&type=section&id=Interim%20Dividend) The Board resolved not to declare an interim dividend for the current period (first half of 2024: nil) - The Board resolved not to declare an interim dividend for the current period[70](index=70&type=chunk) [Directors' Information Disclosure](index=27&type=section&id=Directors'%20Information%20Disclosure) No changes in directors' information requiring disclosure under Rule 13.51B of the Listing Rules have occurred since the disclosure in the annual report for the financial year ended December 31, 2024 - No changes in directors' information requiring disclosure under Rule 13.51B of the Listing Rules have occurred since the disclosure in the annual report for the financial year ended December 31, 2024[71](index=71&type=chunk) [Committee Reports](index=27&type=section&id=Committee%20Reports) The Company has established an Audit Committee, Remuneration Committee, and Nomination Committee, all constituted and operating in accordance with the Listing Rules and Corporate Governance Code, with their terms of reference revised to comply with the latest requirements and composed of independent non-executive and executive directors - Audit Committee: Composed of **three independent non-executive directors**, responsible for reviewing financial information, overseeing financial reporting processes, risk management, and internal control systems[72](index=72&type=chunk)[73](index=73&type=chunk) - Remuneration Committee: Composed of Mr. Guan Huanfei (Independent Non-executive Director and Chairman), Mr. Han Qinchun (Independent Non-executive Director), and Ms. Wei Haiyan (Executive Director), responsible for formulating, reviewing, and recommending remuneration policies and structures for directors and senior management[74](index=74&type=chunk)[75](index=75&type=chunk) - Nomination Committee: Composed of Mr. Chen Yangsheng (Independent Non-executive Director and Chairman), Mr. Han Qinchun (Independent Non-executive Director), and Ms. Wei Haiyan (Executive Director), responsible for reviewing the Board's structure, size, and composition, and making recommendations on the appointment, re-election, and succession planning of directors[76](index=76&type=chunk)[77](index=77&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=29&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This interim results announcement has been published on the HKEX website and the Company's website, and the interim report will also be posted on these websites and distributed to shareholders requesting printed copies in due course - This interim results announcement is published on the HKEX website www.hkexnews.hk and the Company's website www.youngogroup.com[78](index=78&type=chunk) - The Company's interim report for the six months ended June 30, 2025, will also be posted on the aforementioned websites and distributed to shareholders who request printed copies in due course[78](index=78&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內 容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED 本公告乃根據收購守則應用指引 2 刊發。基於收購守則之目的，正面盈利預告被視 為收購守則規則 10 所界定的盈利預測，故本公司財務顧問及核數師或會計師須按照 收購守則規則 10.4 作出報告。 由於正面盈利預告乃根據上市規則第 13.09 條及證券及期貨條例第 XIVA 部的規定刊 發，而有關規定要求本公司於切實可行情況下盡快刊發盈利警告公告，礙於時間所 限，本公司於履行收購守則規則 10.4 所載規定時遭遇真實的實際困難。因此，正面 盈利預告不符合收購守則規則 10 的規定標準。 根據收購守則規則 10 及應用指引 2，本公司財務顧問及核數師或會計師有關盈利預 測的報告須載入下一份寄交本公司股東（ 「 股 東 」 ） 的文件內（ 「 下 一 份 文 件」）。下一份文件（即收購及清洗豁免通函）預 ...

Core Viewpoint - The company expects a significant turnaround in profitability, projecting a profit of no less than RMB 900 million for the first half of 2025, compared to a loss of approximately RMB 1.028 billion in the same period of 2024 [1] Financial Performance - The turnaround from loss to profit is primarily attributed to the issuance of mandatory convertible bonds to redeem the company's USD-denominated senior notes maturing in 2029, resulting in approximately RMB 1.4 billion in debt restructuring income (around HKD 1.5 billion) [1] - The company also reported a reduction in selling, administrative, and financing expenses by approximately RMB 87 million (around HKD 93.1 million) compared to the previous period, due to continuous improvements in operational and management standards [1]

Core Viewpoint - The company, Guangdong-Hong Kong Holdings (01396.HK), expects to report a significant profit turnaround for the six months ending June 30, 2025, with an estimated profit of not less than RMB 900 million, compared to a loss of approximately RMB 1,028.3 million for the same period in 2024 [1] Financial Performance - The turnaround from loss to profit is primarily attributed to the issuance of mandatory convertible bonds to redeem the company's USD-denominated preferred shares maturing in 2029, resulting in approximately RMB 1.4 billion in debt restructuring income (around HKD 1.5 billion) [1] - The company also reported a decrease in selling, administrative, and financing expenses by approximately RMB 87 million (around HKD 93.1 million), attributed to ongoing improvements in operational and management standards [1]

Core Viewpoint - The company expects to achieve a profit of no less than RMB 900 million attributable to equity shareholders in the first half of 2025, a significant turnaround from a loss of approximately RMB 1.028 billion in the same period of 2024 [1] Financial Performance - The turnaround from loss to profit is primarily attributed to the issuance of mandatory convertible bonds to redeem the company's USD-denominated senior notes maturing in 2029, resulting in approximately RMB 1.4 billion in debt restructuring income (around HKD 1.5 billion) [1] - The company has also seen a reduction in selling, administrative, and financing expenses by approximately RMB 87 million (around HKD 93.1 million) compared to the previous period, due to continuous improvements in operational and management standards [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對 其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內 容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED 粵港灣控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1396） 內幕消息公告 本集團業績轉虧為盈主要歸因於（i）發行強制可換股債券以贖回本公司發行 之 2029 年 到 期 美 元 計 價 優 先 票 據 (ISIN:XS2609459123 ； 通 用 代 碼 :260945912) ， 產 生 了 約人 民 幣 14 億 元 的 債 務重 組 收 入 （ 約 港 幣 15 億 元），及（ii ）銷售費用、管理費用及融資費用較前期間下降了約人民幣 87.0 百萬元（約港幣 93.1 百萬元），此乃由於本公司營運及管理水準持續 提升所致。 - 1 - 本公告所載資料僅為管理層參考本集團截至 2025 年 6 月 30 日止六個月未經 審核管理賬目及現時掌握之財務資料作出之初步評估， ...